Attached files
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EX-10.3 - CYBERDEFENDER CORP | v165094_ex10-3.htm |
EX-10.4 - CYBERDEFENDER CORP | v165094_ex10-4.htm |
EX-10.2 - CYBERDEFENDER CORP | v165094_ex10-2.htm |
EX-10.1 - CYBERDEFENDER CORP | v165094_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): November 5, 2009
CYBERDEFENDER
CORPORATION
(Exact
name of registrant as specified in its charter)
California
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333-138430
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65-1205833
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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617
West 7th Street, Suite 401, Los Angeles, California
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90017
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(213)
689-8631
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01
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Entry
into a Material Definitive
Agreement.
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On
November 5, 2009, CyberDefender Corporation (the “Company”) completed the
private sale of $2,214,000 in aggregate principal amount of its 8% Secured
Convertible Promissory Notes (the “Notes”) to 38 accredited
investors. The Notes are convertible, at the election of the holders,
into the Company’s common stock at a conversion price of $2.05 per
share. The Notes are due and payable on April 1, 2011. The
Company has the right, up to and including the trading day immediately prior to
the payment due date, to force the holders to convert all or part of the then
outstanding principal amount of the Notes, plus accrued but unpaid interest,
into shares of the Company’s common stock if the 10-day volume weighted average
price (sometimes referred to as “VWAP”) exceeds 250% of the conversion
price. The material terms of the offering were agreed to by the
Company and the placement agent on October 1, 2009. Neither the Notes
nor the common stock that may be issued upon the conversion of the Notes have
been registered under the Securities Act of 1933 and may not be offered or sold
in the United States absent registration or an applicable exemption from
registration requirements. The offering was made for the purpose of
raising working capital for the Company.
The
Company paid its placement agent $154,980 in commissions, equal to 7% of the
gross proceeds of the offering, and issued to its placement agent a three year
warrant to purchase 77,490 shares of common stock, equal to 3.5% of the Notes,
at an exercise price of $2.05 per share. Except as otherwise
disclosed herein, there were no underwriting discounts or other commissions paid
in conjunction with the offering.
In
conjunction with the sale of the Notes, the Company executed a Security
Agreement pursuant to which it granted to the Note holders a first lien security
interest, subject only to certain Permitted Liens which are defined in the
Security Agreement, in certain collateral to secure payment of the
Notes.
The
foregoing summary of the key terms and conditions of the offering does not
purport to be a complete description thereof, and is qualified in its entirety
by reference to the following transaction documents which are attached as
exhibits to this Current Report: (i) form of Securities Purchase
Agreement; (ii) form of 8% Secured Convertible Promissory Note, and (iii) form
of Security Agreement.
Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
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The
information included in Item 1.01 above is incorporated by reference in its
entirety.
Item
3.02 Recent Sales of Unregistered Securities.
The
information included in Item 1.01 above is incorporated by reference in its
entirety.
The
offering was exempt from registration under Section 4(2) of the Securities Act
of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder,
inasmuch as the securities were issued to accredited investors only without any
form of general solicitation or general advertising.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d)
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Exhibits
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Exhibit
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Description
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10.1
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Form
of Securities Purchase Agreement
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10.2
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Form
of 8% Secured Convertible Promissory Note
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10.3
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Form
of Security Agreement
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10.4
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Form
of Warrant issued to Placement
Agent
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
November 6, 2009
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CYBERDEFENDER
CORPORATION
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By:
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/s/ Gary
Guseinov
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Gary
Guseinov
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Chief
Executive Officer
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